At the annual meeting, you and the other stockholders will vote on the election of all five members of our board of directors. Those persons elected will serve as directors until the 20182019 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The board of directors has nominated the following people for re-election as directors:

Each of the nominees for director is a current member of our board of directors. The principal occupation and certain other information about the nominees are set forth below. We are not aware of any family relationship among any of the nominees to become directors or any of the executive officers of the Company. Each of the nominees for election as director has stated that there is no arrangement or understanding of any kind between him and any other person relating to his election as a director, except that such nominees have agreed to serve as our directors if elected.

If you return a properly executed proxy card, or if you authorize your proxy by telephone or over the Internet, unless you direct the proxies to withhold your votes, the individuals named as the proxies will vote your shares for the election of the nominees listed above. If any nominee becomes unable or unwilling to stand for re-election, the board may reduce its size, designate a substitute nominee, or fill the vacancy through a majority vote of the remaining directors (including a majority of the remaining independent directors if the vacancy relates to an independent director position). If a substitute is designated, proxies voting on the original nominee will be cast for the substituted nominee.

The vote of holders of a majority of all shares present in person or by proxy at a meeting of stockholders duly called at which a quorum is present, without the necessity for concurrence by the board of directors, is necessary for the election of a director. For purposes of the election of directors, abstentions and broker non-votes will have the same effect as votes cast against each director. A properly executed proxy card, or instruction by telephone or over the Internet, indicating “FOR ALL” will be considered a vote in favor of all nominees for re-election as director. A properly executed proxy card, or instruction by telephone or over the Internet, indicating “FOR ALL EXCEPT” will be considered a vote in favor of all nominees except those nominees you specifically list and a vote against the nominees you specifically list. A properly executed proxy card, or instruction by telephone or over the Internet, indicating “WITHHOLD ALL” will be considered a vote against all directors.

In accordance with applicable law and our charter and bylaws, the business and affairs of the Company are managed under the direction of our board of directors.

The board of directors annually reviews the appropriate experience, skills and characteristics required of board members in the context of the then-current membership of the board. This assessment includes, in the context of the perceived needs of the board at that time, issues of knowledge, experience, judgment and skills such as an understanding of the real estate industry or brokerage industry or accounting or financial management expertise. Other considerations include the candidate’s independence from conflicts of interest with the Company and the ability of the candidate to attend board meetings regularly and to devote an appropriate amount of effort in preparation for those meetings. It also is expected that independent directors nominated by the board of directors shall be individuals who possess a reputation and hold positions or affiliations befitting a director of a large publicly held company and are actively engaged in their occupations or professions or are otherwise regularly involved in the business, professional or academic community. A majority of our directors must be independent, as defined in our charter. Moreover, as required by our charter, at least one of our independent directors must have at least three years of relevant real estate experience, and each director must have at least three years of relevant experience demonstrating the knowledge and experience required to successfully acquire and manage the type of assets we acquire and manage.

The board of directors is responsible for selecting its own nominees and recommending them for election by the stockholders. Each of our nominees was recommended by our board of directors. Pursuant to our charter, however, the independent directors must nominate replacements for any vacancies among the independent director positions. All director nominees then stand for election by the stockholders annually.

In its nomination review process, our board of directors solicits candidate recommendations from its own members and management of the Company. We have not and do not currently employ or pay a fee to any third party to identify or evaluate, or assist in identifying or evaluating, potential director nominees, although we are not prohibited from doing so if we determine such action to be in the best interests of the Company. Our board of directors also will consider recommendations made by stockholders for director nominees who meet the established director criteria set forth above. In order to be considered by our board of directors, recommendations made by stockholders must be submitted within the time frame required to request a proposal to be included in the proxy materials. See “Stockholder Proposals” below for more information on procedures to be followed by our stockholders in submitting such recommendations. In evaluating the persons recommended as potential directors, our board of directors will consider each candidate without regard to the source of the recommendation and take into account those factors that our board of directors determines are relevant. Stockholders may directly nominate potential directors (without the recommendation of our board of directors) by satisfying the procedural requirements for such nomination as provided in Article II, Section 11 of our bylaws.

In considering possible candidates for election as a director, the board of directors is guided by the principle that each director should (i) be an individual of high character and integrity; (ii) be accomplished in his or her respective field, with superior credentials and recognition; (iii) have relevant expertise and experience upon which to base advice and guidance to management in the conduct of our real estate investment and management activities; (iv) have sufficient time available to devote to our affairs; and (v) represent the long-term interests of our stockholders as a whole. Our board of directors may also consider an assessment of its diversity, in its broadest sense, reflecting, but not limited to, age, geography, gender and ethnicity. While we do not have a formal diversity policy, we believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow our board of directors to fulfill its responsibilities.

Our board of directors has nominated each of the following individuals for election as a director to serve until our 20182019 Annual Meeting of Stockholders and until their successors are duly elected and qualify. Messrs. Kuchin, Greene and Rayevich are independent directors.

Mr. Greene currently serves as the Managing Partner and a director for Greene Capital Partners, LLC, an investment and advisory firm, and has been in this position since 1999, as well as President and a Director of ITR Capital Management, LLC, an investment management firm, positions he has held since September 2009. Mr. Greene also served as the Chief Operating Officer of the Florida Department of Environmental Protection from September 2011 through March 2015. Mr. Greene has also been an executive coach for more than 50 Tampa-area CEOs through Vistage Florida since November 2004, and currently coaches 20 CEOs.

Mr. Greene was a member of the Florida Chapter of the Young Presidents’ Organization from 1980-1999 and served as Florida Chapter Chairman in 1995. He is a member of the World Presidents’ Organization, Tampa Young Presidents’ Organization Forum III, Association for Corporate Growth, Leadership Tampa Alumni, and the Financial Planning Association. Mr. Greene is also a Certified Financial Planner. He has been honored as an Outstanding Young Man of America, as an Alumnus of the Year by Phi Kappa Tau Fraternity and is a member of Florida Blue Key. Mr. Greene obtained a Bachelor’s degree, with distinction, from Eckerd College in St. Petersburg, Florida in 1986 and a Masters in Business Administration from The Wharton School, University of Pennsylvania in Philadelphia, Pennsylvania in 1988.

Mr. Greene was selected to serve as a director due to his knowledge of the real estate and mortgage banking industries and his previous service as the President and Chief Executive Officer of a public company that was a community developer. Mr. Greene’s experience assists the company in managing and operating as a public company in the real estate industry.

Mr. Rayevich spent the bulk of his career with Prudential Insurance Company (now Prudential Financial) from 1965 to 1979 and from 1985 to 1995, last serving as President and Chief Operating Officer of The Prudential Realty Group with responsibility for the management of the insurance company’s then $6.5 billion commercial real estate portfolio. From 1982 to 1985, Mr. Rayevich was Managing Director in the Investment Banking Division of Prudential-Bache Securities, and from 1979 to 1982, he served as Vice President for Investments at Columbia University with management responsibility for the university’s endowment. Mr. Rayevich holds a Bachelor of Arts degree from The Citadel and a Master of Business Administration from Florida State University. Mr. Rayevich was selected to serve as an independent director due to his significant experience in the real estate and financial services industries. Mr. Rayevich’s experience brings valuable knowledge and insight into our acquisition and financing of our investments.

The board of directors held 12seven meetings during the fiscal year ended December 31, 2016.2017. Each of our incumbent directors attended at least 75.0% of the aggregate total number of meetings of our board of directors held during the period for which he served as a director and of the aggregate total number of meetings held by all committees of our board of directors on which he served during the periods in which he served.

Although we do not have a formal policy regarding attendance by members of our board of directors at our Annual Meeting of Stockholders, we encourage all of our directors to attend. One of our directors attended the 20162017 Annual Meeting of Stockholders.

As required by our charter,Charter, a majority of the members of our board of directors must qualify as “independent directors” as affirmatively determined by the board of directors. Our board of directors consults with our legal counsel and counsel to the independent directors, as applicable, to ensure that our board of directors’ determinations are consistent with our charter and applicable securities and other laws and regulations regarding the definition of “independent director.”

Although our shares are not listed for trading on any national securities exchange, all three members of the audit committee meet the current independence and qualifications requirements of the New York Stock Exchange, as well as our charter and applicable rules and regulations of the SEC. While all three members of the audit committee have significant financial and/or accounting experience, the board of directors has determined that Mr. Kuchin satisfies the SEC’s requirements for an “audit committee financial expert” and has designated Mr. Kuchin as our audit committee financial expert. The audit committee met sevensix times during 2016.2017.

Our board of directors believes that it is appropriate for our board not to have a standing compensation committee based upon the fact that our executive officers, including our principal financial officer, and non-independent directors do not receive compensation directly from us for services rendered to us, and we do not intend to pay any compensation directly to our executive officers or non-independent directors.

We believe that our board of directors is qualified to perform the functions typically delegated to a nominating committee, and that the formation of a separate committee is not necessary at this time. Therefore, all members of our board of directors develop the criteria necessary for prospective members of our board of directors and participate in the consideration of director nominees. The primary functions of the members of our board of directors relating to the consideration of director nominees are to conduct searches and interviews for prospective director candidates, if necessary, review background information for all candidates for the board of directors, including those recommended by stockholders, and formally propose the slate of director nominees for election by the stockholders at the annual meeting.

We have established procedures for stockholders or other interested parties to communicate directly with our board of directors. Such parties can contact the board of directors by mail at: Chairman of Carter Validus Mission Critical REIT II, Inc. Audit Committee, c/o Corporate Secretary, 4890 W. Kennedy Blvd., Suite 650, Tampa, Florida 33609.

The chairman of the audit committee will receive all communications made by these means, and will distribute such communications to such member or members of our board of directors as he deems appropriate, depending on the facts and circumstances outlined in the communication received. For example, if any questions regarding accounting, internal controls and auditing matters are received, they will be forwarded by the chairman of the audit committee to the members of the audit committee for review.

John E. Carter serves as both our chairman of the board of directors and chief executive officer. The board of directors believes that independent oversight of management is an important component of an effective board of directors. The independentOur board of directors have determined that the most effective boardcurrently operates under a leadership structure with separate roles for us at the present time is for the chief executive officer to also serve asour chairman of the board of directors. The independent directors believe that because the chief executive officer is ultimately responsible forand our day-to-day operations and for executing our strategy, and because our performance is an integral part of board deliberations, the chief executive officer is the director best qualified to act asChief Executive Officer. Mr. Carter, chairman of the board of directors.directors, presides over meetings of the board of directors and is responsible for reviewing the agenda for the meetings of the board of directors and the annual meetings of stockholders, and Mr. Seton, as our Chief Executive Officer, is responsible for the general management of our business, financial affairs and day-to-day operations. The board of directors retains the authority to modify this structure to best address our unique circumstances, and to advance the best interests of all stockholders, as and when appropriate. In addition, although we do not have a lead independent director, the board of directors believeshas determined that the current structure is the most appropriate at the time, as we have no employees and are externally managed by our advisor, whereby all operations are conducted by our advisor or its affiliates.

The board of directors also believes, for the reasons set forth below, that our existing corporate governance practices achieve independent oversight and management accountability, which is the goal that many companies seek to achieve by separating the roles of chairman of the board and chief executive officer. Our governance practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, our executive officers and officers and key personnel of our advisor. Some of the relevant processes and other corporate governance practices include:

The board of directors oversees our stockholders’ interest in the long-term health and the overall success of the Company and its financial strength.

The board of directors is actively involved in overseeing risk management for the Company. It does so, in part, through its oversight of our property acquisitions and assumptions of debt, as well as its oversight of the Company’s executive officers and our advisor. In particular, the board of directors may determine at any time to terminate our advisor, and must evaluate the performance of our advisor, and re-authorize the advisory agreement, on an annual basis.

Directors who are also officers or employees of the Company, our advisor or their affiliates (Messrs. Carter and Winslow) do not receive any special or additional remuneration for service on the board of directors or any of its committees. Each non-employee director receives compensation for service on the board of directors and any of its committees as provided below:

All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the board of directors.

Further, we have authorized and reserved 300,000 shares of our Class A common stock for issuance under the Carter Validus Mission Critical REIT II, Inc. 2014 Restricted Share Plan, or the Incentive Plan, and we granted 3,000 shares of Class A common stock to each of our independent directors at the time we satisfied the minimum offering requirement in our offering in connection with each director's initial election or appointment to the board of directors. The Incentive Plan provides for annual grants of 3,000 shares of Class A common stock to each of our independent directors in connection with such independent director’s subsequent re-election to our board of directors, provided, such independent director is an independent director of our company during such annual period. Restricted stock issued to our independent directors will vest over a four-year period following the first anniversary of the date of grant in increments of 25% per annum.

The following table sets forth certain information with respect to our director compensation during the fiscal year ended December 31, 2016:2017:

We do not have a standing compensation committee and do not separately compensate our executive officers. Therefore, none of our executive officers participated in any deliberations regarding executive compensation. There are no interlocks or insider participation as to compensation decisions required to be disclosed pursuant to SEC regulations.

During the fiscal year ended December 31, 2016,2017, Robert M. Winslow, David Brightwell, John E. Carter, Michael A. Seton, Todd M. Sakow and Lisa A. Drummond also served as officers, directors and/or key personnel of our advisor, our property manager, and/or other affiliated entities. As such, they did not receive any separate compensation from us for services as our directors and/or executive officers. For information regarding transactions with such related parties, see the section entitled “Transactions with Related Persons, Promoters and Certain Control Person.”

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires each director, officer and individual beneficially owning more than 10% of a registered security of the Company to file with the SEC, within specified time frames, initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5) of common stock of the Company. Based solely on a review of the copies of such forms furnished to us during and with respect to the fiscal year ended December 31, 2016,2017, or written representations that no additional forms were required, to the best of our knowledge, all of the filings by the Company’s directors and executive officers were made on a timely basis.

In addition to John E. Carter, theThe following individuals currently serve as our executive officers:

Our executive officers have stated that there are no arrangements or understandings of any kind between them and any other person relating to their appointments as executive officers.

We have no employees. Our executive officers do not receive compensation directly from us for services rendered to us, and we do not intend to pay any compensation directly to our executive officers. As a result, we do not have, and our board of directors has not considered, a compensation policy or program for our executive officers. In addition, our board of directors believes that it is appropriate for our board not to have a standing compensation committee based upon the fact that our executive officers, including our principal financial officer, and non-independent directors do not receive compensation directly from us for services rendered to us, and we do not intend to pay any compensation directly to our executive officers or non-independent directors. Accordingly, we have not included a Compensation Committee Report or a Compensation Discussion and Analysis in this proxy statement.

Our executive officers are also officers of our advisor, and its affiliates, including Carter Validus Real Estate Management Services II, LLC, our property manager, and are compensated by these entities, in part, for their services to us. We pay fees to such entities under our advisory agreement and our property management and leasing agreement. We also reimburse our advisor for its provision of administrative services, including related personnel costs, subject to certain limitations. A description of the fees that we pay to our advisor and property manager or any affiliate thereof is found in the “Transactions with Related Persons, Promoters and Certain Control Persons” section below.

We adopted the Incentive Plan, pursuant to which our board of directors has the authority to grant restricted or deferred stock awards to persons eligible under the plan. The maximum number of shares of our Class A common stock that may be issued pursuant to the Incentive Plan is 300,000, subject to adjustment under specified circumstances. The following table provides information regarding the Incentive Plan as of December 31, 2016:2017:

The shares described above were not registered under the Securities Act and were issued in reliance on Section 4(2)4(a)(2) of the Securities Act.

The following table sets forth information as of April 24, 201723, 2018 regarding the beneficial ownership of our common stock by each person known by us to own 5.0% or more of the outstanding shares of common stock, each of our directors, and each named executive officer, and our directors and executive officers as a group. The percentage of beneficial ownership is calculated based on 74,072,71482,323,116 shares of Class A common stock outstanding, 273,5088,689,384 shares of Class I common stock outstanding, and 18,075,04937,517,423 shares of Class T common stock outstanding and 496,575 shares of Class T2 common stock outstanding, as of April 24, 2017.23, 2018.

PROPOSAL NO. 2— APPROVAL OF CERTAIN CHARTER AMENDMENTS TO COMPLY WITH REQUESTS FROM A STATE SECURITIES ADMINISTRATOR

Section 9.3(e) of Article IX of our Charter, in addition to other investment restrictions imposed by our board of directors from time to time, consistent with our objective of qualifying as a REIT, prohibits us from investing in indebtedness secured by a mortgage on participationreal property which is subordinate to the lien or other indebtedness of the Advisor, any Director, the Sponsor or any Affiliate of the Corporation.

Similar to the preceding propose amendments to the definition of “Roll-Up Transaction” and Section 9.2(b), the securities administrator of the State of Washington required this proposed amendments to Section 9.3(c) and 9.3(e) of the Charter in order to include “any Affiliate” of the Sponsor to conform to the definition of Sponsor set forth inby the NASAA REIT Guidelines.

KPMG LLP (“KPMG”) is the independent registered public accounting firm selected by our audit committee for the fiscal year ended December 31, 2017.2018. KPMG has served as our independent registered public accounting firm since 2013. The audit committee reserves the right, however, to select new auditors at any time in the future in its discretion if it deems such decision to be in the best interests of the Company and its stockholders. Any such decision would be disclosed to the stockholders in accordance with applicable securities laws. KPMG representatives will be present at the 20172018 Annual Meeting of Stockholders and will have the opportunity to make a statement if they desire to do so. In addition, KPMG representatives will be available to respond to appropriate questions posed by any stockholders.

During the period beginning January 11, 2013 through the most recent fiscal year ended December 31, 20162017 and through the subsequent interim period, neither the Company nor anyone on its behalf consulted with KPMG regarding (1) the application of accounting principles to a specified transaction, either completed or proposed; (2) the type of audit opinion that might be rendered on the Company’s financial statements; or (3) any matter that was either the subject of a disagreement or event identified in response to Item 304(a)(1) of Regulation S-K (there being none).

The audit committee reviewed the audit and non-audit services performed by KPMG, as well as the fees charged by KPMG for such services. In its review of the non-audit services and fees, the audit committee considered whether the provision of such services is compatible with maintaining the independence of KPMG. The aggregate fees billed to us for professional accounting services by KPMG for the years ended December 31, 20162017 and December 31, 20152016 are respectively set forth in the table below.

For purpose of the preceding table, the professional fees are classified as follows:

The audit committee’s charter imposes a duty on the audit committee to pre-approve all auditing services performed for us by our independent auditors, as well as all permitted non-audit services (including the fees and terms thereof) in order to ensure that the provision of such services does not impair the auditors’ independence. Unless a type of service to be provided by the independent auditors has received “general” pre-approval, it will require “specific” pre-approval by the audit committee.

All requests for services to be provided by the independent auditor that do not require specific pre-approval by the audit committee will be submitted to management and must include a detailed description of the services to be rendered. Management will determine whether such services are included within the list of services that have received the general pre-approval of the audit committee. The audit committee will be informed on a timely basis of any such services rendered by the independent auditors.

Requests to provide services that require specific pre-approval by the audit committee will be submitted to the audit committee by both the independent auditors and the principal financial officer, and must include a joint statement as to whether, in their view, the request is consistent with the SEC’s rules on auditor independence. The chairman of the audit committee has been delegated the authority to specifically pre-approve de minimis amounts for services not covered by the general pre-approval guidelines. All amounts, other than such de minimis amounts,including a subscription to an accounting research website, require specific pre-approval by the audit committee prior to the engagement of KPMG. All amounts other than de minimis amounts not subject to pre-approval, specifically pre-approved by the chairman of the audit committee in accordance with this policy, are to be disclosed to the full audit committee at the next regularly scheduled meeting.

All services rendered by KPMG for the years ended December 31, 20162017 and December 31, 20152016 were pre-approved in accordance with the policies and procedures described above.

Pursuant to the audit committee charter adopted by the Company’s board of directors, the audit committee’s primary function is to assist the board of directors in fulfilling its oversight responsibilities by overseeing the independent auditors and reviewing the financial information to be provided to the stockholders and others, the system of internal control over financial reporting that management has established and the audit and financial-reporting process. The audit committee is composed of three independent directors. The Company’s management has the primary responsibility for the financial statements and the reporting process, including the system of internal control over financial reporting. Membership on the audit committee does not call for the professional training and technical skills generally associated with career professionals in the field of accounting and auditing, and the members of the audit committee are not professionally engaged in the practice of accounting or auditing. The audit committee’s role does not provide any special assurance with regard to the financial statements of the Company, nor does it involve a professional evaluation of the quality of the audits performed by the independent auditors. The audit committee relies in part, without independent verification, on information provided to it and on representations made by management and the independent auditors that the financial statements have been prepared in conformity with U.S. generally accepted accounting principles.

In this context, in fulfilling its oversight responsibilities, the audit committee reviewed and discussed the 20162017 audited financial statements with management, including a discussion of the quality and acceptability of the financial reporting and controls of the Company.

The audit committee discussed with KPMG the overall scope and plans for the audit. The audit committee meets periodically with KPMG, with and without management present, to discuss the results of their examinations, their evaluations of internal controls and the overall quality of the financial reporting of the Company.

In reliance on these reviews and discussions, the audit committee recommended to the board of directors that the 20162017 audited financial statements of the Company be included in its Annual Report on Form 10-K for the year ended December 31, 20162017 for filing with the SEC.

Our independent directors have reviewed the material transactions between our affiliates and us during the year ended December 31, 2016.2017. Set forth below is a description of the transactions with affiliates. We believe that we have executed all of the transactions set forth below on terms that are fair and reasonable to the Company and on terms no less favorable to us than those available from unaffiliated third parties.

Each of our executive officers and our non-independent directors, Messrs. Carter and Winslow, is affiliated with our advisor and its affiliates. In addition, each of our executive officers also serves as an officer of our advisor, property manager and/or other affiliated entities.

Carter Validus REIT Management Company II, LLC, or Carter Validus REIT Management II, owns a 100%77.5% managing member interest in our advisor. Strategic Capital Management Holdings, LLC, which is wholly owned by Validus/Strategic Capital, and is the owner of Strategic Capital Advisory Services, LLC and SC Distributors, LLC, owns a 22.5% non-managing member interest in our advisor, and has no voting interest in our advisor. Carter Validus REIT Management II is directly or indirectly controlled by Messrs. Carter, Sakow, Seton and Ms. Drummond, as they, along with others who are not our executive officers or directors, are members of Carter Validus REIT Management II.

We are party to an advisory agreement with our advisor whereby our advisor manages our day-to-day operations and identifies and makes investments on our behalf. We reimburse our advisor and its affiliates for organization and offering expenses it incurs on our behalf, but only to the extent the reimbursement would not cause the selling commissions, dealer manager fees, distribution fees and other organization and offering expenses to exceed 15.0% of the gross offering proceeds of our initial public offering or follow-on offering. Organization and offering expenses associated with our initial public offering (other than selling commission, dealer manager fees, and distribution and servicing fees) were approximately 2.00% of the gross proceeds from our initial public offering. We expect that organization and offering expenses associated with our follow-on offering (other than selling commissions, dealer manager fees, and distribution and servicing fees) will be approximately 1.50%2.00% of the gross offering proceeds. As of December 31, 2016,2017, our advisor and its affiliates incurred approximately $12,965,000$17,669,000 on our behalf in offering costs. We accrued approximately $289,000$167,000 of other offering costs due to our advisor and its affiliates as of December 31, 2016.2017. As of December 31, 2017, since inception, our advisor paid approximately $453,000 to an affiliate of our dealer manager (as defined below) in other offering costs on the Company's behalf. Other offering costs are charged to stockholders’ equity as incurred or as such amounts are reimbursed to our advisor.

We pay to our advisor 2.0% of the contract purchase price of each property or asset acquired and 2.0% of the amount advanced with respect to a mortgage loan.acquired. The total amount of all acquisition fees and expenses are limited to 6.0% of the contract purchase price of the property or in the case of a mortgage loan, 6.0% of funds advanced. The contract purchase price is the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a property or the amount of funds advanced with respect to a mortgage loan, exclusive of acquisition fees and acquisition expenses. During the years ended December 31, 20162017 and 2015,2016, we incurred approximately $11,515,000$11,936,000 and $7,486,000,$11,515,000, respectively, in acquisition fees to our advisor or its affiliates. Additionally, we reimburse our advisor for acquisition expenses incurred in connection with the selection and acquisition of properties or other real estate-related investments (including expenses relating to potential investments that we do not close), such as legal fees and expenses, costs of real estate due diligence, appraisals, non-refundable option payments on property not acquired, travel and communications expenses, accounting fees and expenses and title insurance premiums, whether or not the property was acquired. We expect these expenses will be approximately 0.75% of the purchase price of each property or real estate-related investment.

We pay to our advisor an asset management fee calculated on a monthly basis in an amount equal to 1/12th of 0.75% of gross assets (including amounts borrowed) which is payable monthly in arrears. Our advisor may, in its sole discretion, choose to take any monthly asset management fee in the form of subordinated restricted Class B Units of the Operating Partnership. In the event our advisor chooses to be compensated in Class B Units, then the Operating Partnership will, within 30 days after the end of the applicable month (subject to the approval of the board of directors), issue a number of restricted Class B Units to our advisor equal to: (i) the cost of assets multiplied by 0.0625% (or the lower of the cost of assets and the applicable quarterly net asset value, or NAV, multiplied by 0.0625%, once we begin calculating NAV) divided by (ii) the value of one Class A share of common stock as of the last day of such calendar month, which will be the offering price, less selling commissions and dealer manager fees, until such time as we calculate NAV, when it will then be the per share NAV for Class A shares. Our advisor will be entitled to receive certain distributions of net sales proceeds on the vested and unvested Class B Units it receives in connection with its assets management services at the same rate as distributions received on the our common stock. Such distributions will be in addition to the incentive fees our advisor and its affiliates may receive from us, including, without limitation the subordinated participation in net sales proceeds, the subordinated incentive listing distribution or the subordinated distribution upon termination of the advisory agreement, as applicable.

We reimburse our advisor for all expenses it paid or incurred in connection with the services provided to us, subject to certain limitations. Expenses in excess of the operating expenses in the four immediately preceding quarters that exceeds the greater of (a) 2.0% of average invested assets or (b) 25% of net income, subject to certain adjustments, will not be reimbursed unless the independent directors determine such excess expenses are justified. We will not reimburse our advisor for personnel costs in connection with services for which our advisor receives an acquisition fee or a disposition fee. For the years ended December 31, 20162017 and 2015,2016, our advisor allocated approximately $1,257,000$1,543,000 and $830,000,$1,257,000, respectively, in operating expenses to us.

We will pay our advisor, or its affiliates, if it provides a substantial amount of services (as determined by a majority of our independent directors) in connection with the sale of properties, a disposition fee, up to the lesser of 1.0% of the contract sales price and one-half of the total brokerage commission paid if a third party broker is also involved, without exceeding the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission. As of December 31, 2016,2017, we did not incur any disposition fees to our advisor or its affiliates.

Upon the listing of our shares on a national securities exchange, which we have no intention to do at this time, our advisor (in its capacity as special limited partner) will receive 15.0% of the amount by which the sum of our adjusted market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to a 6.0% annual cumulative, non-compounded return to investors, or the subordinated incentive listing fee. As of December 31, 20162017 we did not incur any subordinated incentive listing fees to our advisor or its affiliates.

OurUpon the sale of the Company, our advisor will receive 15% of the remaining net sale proceeds after return of capital contributions plus payment to investors of a 6.0% annual cumulative, non-compounded return on the capital contributed by investors.investors, or the subordinated participation in net sale proceeds. As of December 31, 2016,2017, we did not incur any subordinated participation in net sale proceeds to our advisor or its affiliates.

Our advisory agreement has a one-year term expiring June 9, 2017,2018, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. Our independent directors are required to determine, at least annually, that the compensation to our advisor is reasonable in relation to the nature and quality of services performed and our investment performance and that such compensation is within the limits set forth in our charter. Upon termination or non-renewal of the advisory agreement with or without cause, our advisor will be entitled to receive distributions from the operating partnership equal to 15% of the amount by which the sum of our adjusted market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, non-compounded return to investors. In addition, our advisor may elect to defer its right to receive a subordinated termination fee until either shares of our common stock are listed and traded on a national securities exchange or another liquidity event occurs. As of December 31, 2016,2017, we did not incur any subordinated termination fees to our advisor or its affiliates.

We are party to a management agreement with Carter Validus Real Estate Management Services II, LLC, or our property manager, which is an affiliate of our advisor. Pursuant to the management agreement, we pay our property manager and its affiliates fees in the amount equal to 3.0% of gross revenues from the properties managed. We will reimburse our property manager and its affiliates for property-level expenses that any of them pay or incur on our behalf, including salaries, bonuses and benefits of persons employed by our property manager and its affiliates except for the salaries, bonuses and benefits of persons who also serve as one of its executive officers. Our property manager and its affiliates may subcontract the performance of their duties to third parties and pay all or a portion of the property management fee to the third parties with whom they contract for these services. If we contract directly with third parties for such services, we will pay them customary market fees and will pay our property manager an oversight fee equal to 1.0% of the gross revenues of the properties managed. In no event will we pay our property manager or any affiliate both a property management fee and an oversight fee with respect to any particular property. We also maywill pay our property manager a separate fee for the one-time initial rent-up, leasing-up of newly constructed properties or re-leasing to existing tenants in an amount not to exceed the fee customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. For the years ended December 31, 20162017 and 2015,2016, we incurred approximately $1,473,000$3,249,000 and $538,000,$1,473,000, respectively, in property management fees to our property manager. As ofFor the years ended December 31, 2017 and December 31, 2016, we did not incur anyincurred $907,000 and $0, respectively, in leasing commissions.commissions to the property manager.

For acting as general contractor and/or construction manager to supervise or coordinate projects or to provide major repairs or rehabilitation on our properties, we may pay our property manager up to 5.0% of the cost of the projects, repairs and/or rehabilitation, as applicable.applicable, or construction management fees. For the years ended December 31, 20162017 and 2015,2016, we incurred approximately $754,000$719,000 and $0,$754,000, respectively, in construction management fees.

Our management agreement has a one-year term expiring May 18, 2017,2018, subject to an unlimited number of successive one-year renewals.

SC Distributors, LLC, our dealer manager, is an affiliate of our advisor, and we will not have the benefit of an independent due diligence review and investigation of the type normally performed by an unaffiliated, independent underwriter in connection with our initial public offering.

Pursuant to the dealer manager agreement with our dealer manager, we reimburse our dealer manager and its affiliates for organization and offering expenses it incurred on our behalf, but only to the extent the reimbursement does not cause the selling commissions, the dealer manager fee and the other organization and offering expenses borne by us to exceed 15.0% of the gross offering proceeds. On March 15, 2018, we commenced offering Class T2 shares in our follow-on offering and ceased offering Class T shares in our follow-on offering. We currently pay our dealer manager selling commissions of up to 7.0% of the gross offering proceeds per Class A share and up to 3.0% of the gross offering proceeds per Class T2 share. We paid our dealer manager selling commissions of up to 3.0% of the gross offering proceeds per Class T share. All sales commissions are expected to be re-allowed to participating broker-dealers. We willdo not pay selling commissions with respect to classClass I shares or shares of any class sold pursuant to the distribution reinvestment plan, or the DRIP. In addition, we pay our dealer manager a dealer manager fee of up to 3.0% of the gross offering proceeds from the sale of Class A shares and up to 2.5% of the gross offering proceeds from the sale of Class T shares, provided, however that theT2 shares. We paid our dealer manager a dealer manager fee we pay onof 3.0% of the gross offering proceeds from the sale of Class T shares may be changed in the future.shares. The dealer manager may receivereceives a dealer manager fee in an amount equal to up to 2.0% of the gross offering proceeds from the sale of Class I shares as a dealer manager fee, of which 1.0% will be funded by our advisor without reimbursement from us. The 1.0% of the dealer manager fee paid from offering proceeds will be waived in the event an investor purchases Class I shares through a registered investment adviser that is not affiliated with a broker-dealer. The dealer manager fee may be partially re-allowed to participating broker-dealers. No dealer manager fees will be paid in connection with purchases of shares of any class made pursuant to the DRIP. For the years ended December 31, 20162017 and 2015,2016, we incurred approximately $24,546,000$22,713,000 and $38,163,000,$24,546,000, respectively, for selling commissions and dealer manager fees in connection with the offeringOffering to our dealer manager.

We pay our dealer manager a distribution and servicing fee with respect to Class T shares that are sold in our primary offeringOffering that accrues daily in an amount equal to 1/365th of 1.0% of the most recent offering price per share on a continuous basis from year to year, payable out of amounts that otherwise would be distributed to holders of Class T shares; provided, however, that upon the termination of our primary offering, the distribution and servicing fee shall be an amount that accrues daily equal to 1/365th of up to 1.0% of the most recent estimated NAV per Class T share on a continuous basis. Our dealer manager will reallow all of the distribution and servicing fees with respect to Class T shares sold in the Offering to participating broker-dealers; provided, however, effective June 1, 2017, a participating broker-dealer may give written notice to the dealer manager that it waives all or a portion of the reallowance of the distribution and servicing fee, which waiver shall be irrevocable and will not retroactively apply to Class T shares that were previously sold through such participating broker-dealer.

We will cease paying distribution and servicing fees with respect to all Class T shares sold in the primary offering on the earliest to occur of the following: (i) a listing of the Class T shares on a national securities exchange,exchange; (ii) following the

The distribution and servicing fee will beis paid monthly in arrears. The distribution and servicing fee iswill not be payable with respect to Class Tany shares issued under the DRIP. We will not pay aour distribution and servicing fee with respect to Class A shares or Class I shares.reinvestment plan.. For the years ended December 31, 2017 and 2016, and 2015, the Companywe incurred approximately $6,213,000$9,617,000 and $0,$6,213,000, respectively, in distribution and servicing fees to our dealer manager.manager in connection with the Offering.

The following amounts were outstanding to affiliates as of December 31, 20162017 and December 31, 20152016 (amounts in thousands):

In order to reduce or eliminate certain potential conflicts of interest, (A) our charter contains a number of restrictions relating to (1) transactions we enter into with our sponsor, our directors and our advisor and its affiliates, and (2) certain future offerings, and (B) the advisory agreement contains procedures and restrictions relating to the allocation of investment opportunities among entities affiliated with our advisor. These restrictions include, among others, the following:

If a subsequent development, such as a delay in the closing of the acquisition or construction of a property, causes any such investment, in the opinion of our advisor, to be more appropriate for a program other than the program that committed to make the investment, our advisor may determine that another program affiliated with our advisor or its affiliates will make the investment. Our board of directors, including our independent directors, has a duty to ensure that the method used by our advisor for the allocation of the acquisition of properties by two or more affiliated programs seeking to acquire similar types of properties is reasonable and applied fairly to us.

We adopted an asset allocation policy to allocate property acquisitions among Carter Validus Mission Critical REIT, Inc. and any other program sponsored by Carter Validus REIT Management Company II, LLC and its affiliates. All transactions will be allocated among us, Carter Validus Mission Critical REIT, Inc. and any other programs sponsored by Carter Validus REIT Management Company II, LLC by our investment committee in a manner consistent with our general investment allocation policy.

Any proposals by stockholders for inclusion in proxy solicitation material for the 20182019 Annual Meeting of Stockholders, including any proposals for nominees for election as director at the 20182019 Annual Meeting of Stockholders, must be received by our secretary, Lisa A. Drummond, at our offices no later than December 27, 2017,28, 2018, and must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended. If a stockholder wishes to present a proposal at the 20182019 Annual Meeting of Stockholders, whether or not the proposal is intended to be included in the 20182019 proxy materials, our bylaws currently require that the stockholder give advance written notice to our secretary, Lisa A. Drummond, at our offices no earlier than November 27, 201728, 2018 and no later than December 27, 2017.28, 2018. Stockholders are advised to review the Company’s bylaws, which contain other requirements with respect to advance notice of stockholder proposals and director nominations.

As of the date of this proxy statement, we know of no business that will be presented for consideration at the 20172018 Annual Meeting of Stockholders other than the items referred to above. If any other matter is properly brought before the meeting for action by stockholders, proxies in the enclosed form returned to us will be voted in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in accordance with the discretion of the proxy holders.

Carter Validus Mission Critical REIT II, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer and Treasurer on this _____ day of ______________, 2017.2018.

ATTEST:                    CARTER VALIDUS MISSION CRITICAL REIT II, INC.

_______________________________        By: _______________________________ (SEAL)

Name: Todd M. Sakow            Name: John E. CarterMichael A. Seton

Title: Chief Financial Officer and Treasurer Title: Chief Executive Officer and President